Securities Transaction Policy
Introduction
The securities transaction policy (the policy) outlines the rules under which Frigrite directors, executives and certain other employees may buy and sell shares and other securities in the company. The purpose of the policy is to set a standard of good practice which will give comfort to the market by demonstrating that directors and officers are constrained in the way they can deal with securities and cannot take advantage of their position against those whom they represent - their shareholders.
Insider Trading
The requirements imposed by this policy are separate from, and additional to, the legal prohibitions in the Corporations Act on insider trading.
Insider trading is the illegal practice of trading in a company's securities on the basis of "inside information", that is information that is not generally available and, if it were generally available, a reasonable person would expect it to have a material effect on the price or value of the securities of the company. The insider trading prohibitions apply to all persons dealing in shares.
Application of the Policy
This policy applies to all directors and nominated persons. Nominated persons are defined as executives of the company, the company secretary, specified managers, and all employees involved with the monthly financial accounting process.
An executive is defined as a person who makes, or participates in making, decisions that affect the whole, or a significant part of, the business of the company.
The specified managers' to whom this policy applies is determined by the board and may change from time to time. It is based on the position held by the person and / or the particular projects that the person is working on at any given time.
General Rule
No director or nominated person shall buy or sell securities which are in any way associated with Frigrite either for short term speculative gain (sales within a year of purchase) or while in possession of information which, if disclosed publicly, might have a material effect on the price or value of the companies' shares.
Buying or selling securities in Frigrite at all other times is only permitted if the procedure detailed immediately below is followed.
Directors and nominated persons are permitted to buy and sell securities only within the specified trading times detailed below:
- For a period of two months immediately following the release of the half yearly announcement to the ASX
- For a period of two months immediately following the release of the preliminary full year announcement to the ASX Irrespective of the above;
- The chair of the board must advise the chair of the audit and risk committee;
- Directors must advise the chair; and
- Nominated persons must advise the Managing Director at all times before they propose to buy or sell their shares.
Directors and nominated persons must not buy or sell securities through their family or through a trust or through a trust company, which they have influence or control if they are prohibited from buying or selling in their own name.
Securities include all ordinary shares, preference shares, debentures, convertible notes and other equity instruments that may be issued by Frigrite.
Informing the Board and the ASX
Directors and nominated persons, on each occasion on which they buy or sell securities in the company, must advise the company secretary in writing of the details of their completed transaction within two days of each such transactions. The company secretary will then inform the board at its next regular meeting. In respect of directors, the secretary will also lodge a notification with the ASX within two days of the trade (in accordance with listing rule 3.19A the ASX must be informed within 5 days of the trade occurring). Details required to be notified are: (i) a description and number of securities traded, (ii) consideration received or receivable or paid or payable, (iii) the date of transaction and (iv) the name of the registered holder.
Formal Acknowledgement
Written acknowledgement of the policy and acceptance of its requirements is a condition of appointment for Frigrite directors and a condition of employment of a nominated person.
Signed acceptance forms will be returned to the company secretary before, or as soon as possible after, the employee takes up the new position.
Records
The Frigrite company secretary will maintain a securities transaction policy register and keep a permanent record of all:
- Notices of request to buy or sell; and
- Transactions which are subject to the policy.